Resilux : Disclosure of a transparency notification

DISCLOSURE OF A TRANSPARENCY NOTIFICATION

Wetteren, Belgium - 13 February 2017, 6.00 PM

Resilux NV ("Resilux") (Euronext Brussels: RES), announces today, in accordance with Article 14 of the Belgian Act of 2 May 2007 on disclosure of major shareholdings in issuers shares of which are admitted to trading on a regulated marked and laying down miscellaneous provisions (the "Act of 2 May 2007"), that it received a transparency notification dated on 9 February 2017 (the "Notification"), with respect to an agreement to act in concert that was entered into on 2 February 2017 between Peter De Cuyper, Belfima Invest NV, Dirk De Cuyper, Tradidec NV, Immo Tradec NV, Tridec Stichting Administratiekantoor (the "Family Shareholders") on the one hand and Bain Capital Europe Fund IV, L.P. (acting on behalf of a company to be incorporated by it or any of its subsidiaries) ("Bain Capital") on the other hand.

On 2 February 2017 the Family Shareholders have irrevocably confirmed to Bain Capital that they will tender their shares into the potential voluntary and conditional public tender offer in cash for all shares and warrants issued by Resilux that Bain Capital is considering launching (the "Potential Offer"), provided that the Potential Offer is made in line with the terms and conditions set forth in the press release of Bain Capital of 3 February 2017. As a result of such irrevocable confirmation, the Family Shareholders and Bain Capital are deemed to act in concert. For more information on the Potential Bid, reference is made to the press releases of Resilux and Bain Capital of 3 February 2017.

It appears from the Notification that the aforementioned concerted action relates to more than 55% of the outstanding voting rights in Resilux.

Contents of the Notification

The Notification dated 9 February 2017 contains the following information:

1. Reason for the Notification: conclusion or modification of an agreement to act in concert
2. Notification by: persons acting in concert as well as a parent undertaking or a controlling person
3. Persons subject to the notification requirement:

   • Bain Capital Investors LLC, c/o Maples Fiduciary Services (Delaware) Inc., 4001 Kennett Pike, Suite 302, Wilmington, DE 19807, United States of America

   • Bain Capital Partners Europe IV, L.P., c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, the Cayman Islands

   • Bain Capital Europe Fund IV, L.P. (acting on behalf of a company to be incorporated by it or any of its subsidiaries), c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, the Cayman Islands

   • Peter De Cuyper

   • Robusta Stichting Administratiekantoor, Houtsnip 17, 3766 VD Soest, the Netherlands

   • Belfima Invest NV, Park Ter Kouter 16, 9070 Heusden, Belgium

   • Dirk De Cuyper

   • Foresta Stichting Administratiekantoor, Houtsnip 17, 3766 VD Soest, the Netherlands

   • Tradidec NV, Park Ter Kouter 16, 9070 Heusden, Belgium

   • Tradec Invest NV, Park Ter Kouter 16, 9070 Heusden, Belgium

   • Immo Tradec NV, Park Ter Kouter 16, 9070 Heusden, Belgium

   • Tridec Stichting Administratiekantoor, Houtsnip 17, 3766 VD Soest, the Netherlands

4. Transaction date: 2 February 2017
5. Threshold that is crossed: 55%
6. Denominator: 1,980,410
7. Details of the Notification:

   Voting rights	After the transaction
   Number of voting rights		% of voting rights
   Holders of voting rights	Linked to securities	Not linked to the securities	Linked to securities	Not linked to the securities
   Bain Capital Investors LLC	0	0	0.00%	0.00%
   Bain Capital Partners Europe IV, L.P.	0	0	0.00%	0.00%
   Bain Capital Europe Fund IV, L.P. (acting on behalf of a company to be incorporated by it or any of its subsidiaries)	0	0	0.00%	0.00%
   Subtotal
   Peter De Cuyper	35,465	0	1.79%	0.00%
   Robusta Stichting Administratiekantoor	0	0	0.00%	0.00%
   Belfima Invest NV	27,333	0	1.38%	0.00%
   Subtotal	62,798	3.17%

   Dirk De Cuyper	32,260	0	1.63%	0.00%
   Foresta Stichting Administratiekantoor	0	0	0.00%	0.00%
   Tradidec NV	25,973	0	1.31%	0.00%
   Subtotal	58,233	2.94%
   Tradec Invest NV	0	0	0.00%	0.00%
   Immo Tradec NV	58,534	0	2.96%	0.00%
   Subtotal	58,534	2.96%
   Tridec Stichting Administratiekantoor	921,000	0	46.51%	0.00%
   Total	1,100,565	0	55.57%	0.00%

8. Chain of controlled undertakings through which the holding is effectively held:

   On 9 February 2017 Bain Capital Europe Fund IV, L.P. was controlled by Bain Capital Partners Europe IV,

   L.P. as its general partner, which in turn was controlled by Bain Capital Investors LLC as its general partner. No one controlled Bain Capital Investors LLC.

   Peter De Cuyper controls Robusta Stichting Administratiekantoor, which in turn controls Belfima Invest NV. Dirk De Cuyper controls Foresta Stichting Administratiekantoor, which in turn controls Tradidec NV. Immo Tradec NV is controlled by Tradec Invest NV. No one controls Tradec Invest NV and Tridec Stichting Administratiekantoor. The annex to the Notification contains a schematic presentation of the aforementioned chain of controlled undertakings.

9. Additional information:

On 2 February 2017, Peter De Cuyper, Belfima Invest NV, Dirk De Cuyper, Tradidec NV, Immo Tradec NV and Tridec Stichting Administratiekantoor (which are part of the founding family shareholders of Resilux NV) irrevocably committed to tender their shares into the potential voluntary and conditional public tender offer in cash for all shares and warrants of Resilux NV that Bain Capital Europe Fund IV, L.P. (acting on behalf of a company to be incorporated by it or any of its subsidiaries) is considering launching, provided that the potential offer is made in line with the terms and conditions set forth in the pre-announcement press release of Bain Capital Europe Fund IV, L.P. of 3 February 2017. As a result of such irrevocable commitment, the aforementioned family shareholders and Bain Capital Europe Fund IV, L.P. are deemed to act in concert. For more information on the potential offer, see the pre-announcement press releases of Bain Capital Europe Fund IV, L.P. and Resilux NV of 3 February 2017.

In addition to the shares mentioned under section 7 above, Peter De Cuyper and Dirk De Cuyper each hold 20,000 shares in Resilux NV in bare ownership.

The concerted action on the basis of which this transparency notification is made does not impact the previously notified concerted action between Tridec Stichting Administratiekantoor, Peter De Cuyper, Belfima Invest NV, Tradidec NV, Immo Tradec NV, Tradec Invest NV and certain other natural persons, which latter concerted action remains in full force and effect between the parties thereto.

The aforementioned Notification is available on the website of Resilux via the following link:

https://www.resilux.com/EN/investors/generalinfo.html.

Pursuant to the Act of 2 May 2007 and the articles of association of Resilux, a notification to Resilux and to the Belgian Financial Services and Markets Authority (FSMA) is required by the holders of voting rights in Resilux in each case where the percentage of voting rights in Resilux held by such holders reaches, exceeds or falls below the threshold of 3%, 5% and every subsequent multiple of 5%, of the total number of voting rights in Resilux.

For more information, please contact Resilux via [e-mail].

About Resilux

Resilux NV specialises in the manufacture and sales of PET preforms and bottles. These preforms and bottles are used for the packaging of water, soft drinks, oils, milk, beer, juices etc. Resilux NV originally was a family business, and was established in 1994. Since 3 October 1997, Resilux NV has been quoted on Euronext Brussels. Resilux NV has production units in Belgium, Spain, Greece, Russia, Switzerland, Hungary, and the United States.